Attached files
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EX-10.6 - FORM OF MARKETING AGREEMENT - Delek Logistics Partners, LP | d372656dex106.htm |
As filed with the Securities and Exchange Commission on October 4, 2012
Registration No. 333-182631
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Delek Logistics Partners, LP
(Exact Name of Registrant as Specified in its Charter)
Delaware | 4610 | 45-5379027 | ||
(State or other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
7102 Commerce Way
Brentwood, Tennessee 37027
(615) 771-6701
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrants Principal Executive Offices)
Kent B. Thomas
7102 Commerce Way
Brentwood, Tennessee 37027
(615) 771-6701
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Gerald M. Spedale Baker Botts L.L.P. One Shell Plaza 910 Louisiana Street Houston, Texas 77002-4995 (713) 229-1234 |
Catherine S. Gallagher Adorys Velazquez Vinson & Elkins L.L.P. 2200 Pennsylvania Avenue NW Suite 500 West Washington, D.C. 20037-1701 (202) 639-6500 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer x | Smaller reporting company ¨ | |||
(Do not check if a smaller reporting company) |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Amendment No. 2 is being filed solely for the purpose of filing an exhibit to the Registration Statement on Form S-1 (File No. 333-182631) and no changes or additions are being made hereby to the preliminary prospectus which forms a part of the Registration Statement or to Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, the preliminary prospectus and Items 13, 14, 15 and 17 of Part II of the Registration Statement have been omitted from this filing.
Item 16. Exhibits and Financial Statement Schedules.
The following documents are filed as exhibits to this registration statement:
Number |
Description | |||
1.1* | | Form of Underwriting Agreement | ||
3.1** | | Certificate of Limited Partnership of Delek Logistics Partners, LP | ||
3.2* | | Form of Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP | ||
3.3** | | Certificate of Formation of Delek Logistics GP, LLC | ||
3.4* | | Form of Amended and Restated Limited Liability Company Agreement of Delek Logistics GP, LLC | ||
5.1* | | Form of Opinion of Baker Botts L.L.P. as to the legality of the securities being registered | ||
8.1* | | Form of Opinion of Baker Botts L.L.P. relating to tax matters | ||
10.1* | | Form of Contribution, Conveyance and Assumption Agreement | ||
10.2* | | Form of Omnibus Agreement | ||
10.3* | | Form of Operation and Management Services Agreement | ||
10.4* | | Form of Revolving Credit Agreement | ||
10.5* | | Form of Long-Term Incentive Plan of General Partner | ||
10.6*** | | Form of Marketing Agreement | ||
10.7* | | Form of Pipelines and Tankage Agreement (East Texas Crude Logistics System) | ||
10.8* | | Form of Terminalling Services Agreement (Big Sandy) | ||
10.9* | | Form of Pipelines and Storage Facilities Agreement (Lion Pipeline System and SALA Gathering System) | ||
10.10* | | Form of Terminalling Services Agreement (Memphis) | ||
21.1* | | List of Subsidiaries of Delek Logistics Partners, LP | ||
23.1** | | Consent of Ernst & Young LLP | ||
23.2* | | Consent of Baker Botts L.L.P. (contained in Exhibit 5.1) | ||
23.3* | | Consent of Baker Botts L.L.P. (contained in Exhibit 8.1) | ||
24.1** | | Powers of Attorney |
* | To be filed by amendment |
** | Previously filed. |
*** | Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on October 4, 2012.
Delek Logistics Partners, LP | ||
By: |
Delek Logistics GP, LLC | |
its general partner | ||
By: |
/s/ Mark B. Cox | |
Mark B. Cox | ||
Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and the dates indicated.
Name |
Title |
Date | ||
* Ezra Uzi Yemin |
Chief Executive Officer (Principal Executive Officer) and Chairman
|
October 4, 2012 | ||
/s/ Mark B. Cox Mark B. Cox |
Executive Vice President, Chief Financial
Officer (Principal Financial and Accounting
|
October 4, 2012 | ||
* Assaf Ginzburg |
Director
|
October 4, 2012 | ||
* Frederec C. Green |
Director
|
October 4, 2012 |
* By: | /s/ Mark B. Cox | |
Mark B. Cox Attorney-in-Fact |
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INDEX TO EXHIBIT
Number |
Description | |
1.1* | Form of Underwriting Agreement | |
3.1** | Certificate of Limited Partnership of Delek Logistics Partners, LP | |
3.2* | Form of Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP | |
3.3** | Certificate of Formation of Delek Logistics GP, LLC | |
3.4* | Form of Amended and Restated Limited Liability Company Agreement of Delek Logistics GP, LLC | |
5.1* | Form of Opinion of Baker Botts L.L.P. as to the legality of the securities being registered | |
8.1* | Form of Opinion of Baker Botts L.L.P. relating to tax matters | |
10.1* | Form of Contribution, Conveyance and Assumption Agreement | |
10.2* | Form of Omnibus Agreement | |
10.3* | Form of Operation and Management Services Agreement | |
10.4* | Form of Revolving Credit Agreement | |
10.5* | Form of Long-Term Incentive Plan of General Partner | |
10.6*** | Form of Marketing Agreement | |
10.7* | Form of Pipelines and Tankage Agreement (East Texas Crude Logistics System) | |
10.8* | Form of Terminalling Services Agreement (Big Sandy) | |
10.9* | Form of Pipelines and Storage Facilities Agreement (Lion Pipeline System and SALA Gathering System) | |
10.10* | Form of Terminalling Services Agreement (Memphis) | |
21.1* | List of Subsidiaries of Delek Logistics Partners, LP | |
23.1** | Consent of Ernst & Young LLP | |
23.2* | Consent of Baker Botts L.L.P. (contained in Exhibit 5.1) | |
23.3* | Consent of Baker Botts L.L.P. (contained in Exhibit 8.1) | |
24.1** | Powers of Attorney |
* | To be filed by amendment. |
** | Previously filed. |
*** | Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC. |
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